Futurae Service Level Agreement
This Futurae Service Level Agreement (“SLA”) applies in addition to the master subscription agreement (whether formed by separately executed agreement or by acceptance of the Futurae General Terms of Use located at https://www.futurae.com/legal/terms) in place between Customer and Futurae Technologies AG (“Futurae”) (“Agreement”). In the event of any conflict or inconsistency between this SLA and the Agreement, the Agreement shall prevail solely to the extent of such conflict or inconsistency.
Futurae may amend this SLA from time to time by posting an amended version on its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient for this purpose). Such amendment will be deemed accepted and become effective 30 days after such notice (the "Proposed Amendment Date") unless Customer first gives Futurae written notice of rejection of the amendment. In the event of such rejection, this SLA will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Service following the effective date of an amendment will confirm Customer’s consent thereto. Other than amendments made by Futurae pursuant to this Section, this SLA may not be amended except through a written agreement by authorized representatives of each Party.
1. Definitions
The following capitalized terms shall be given the meaning set forth below:
1.1. Service means the generally available online, Web-based services, provided or managed by Futurae under an Order Form:
1.1.1. Authentication Service: granting Customer’s users the ability to authenticate or approve transactions.
1.1.2. Trust Signals Service: granting Customer the ability to submit observations relating to its accounts and collect the signals, scores and classifications returned by Futurae.
1.2. Only Services used in production systems are included in this definition. The Futurae website, Administrative Console (Command & Control) as well as all test, development and staging services are excluded from this definition.
1.3. User Minutes of the Service means, for a given time period, the number of minutes in that period multiplied by the number of unique users or accounts accessing the Service during that period:
1.2.1. Authentication Service: This corresponds to the number of active users billed during that period.
1.2.2. Trust Signals Service: This corresponds to the number of unique accounts for which Customer queries signals during that period.
1.4. Total User Minutes means, for a given calendar month, the total number of User Minutes of the Service in that month.
1.5. Unavailable Time means, for each incident that occurs during a calendar month, the duration of that incident in minutes multiplied by the number of unique users or accounts unable to access the Service during that incident, aggregated across all incidents in that month.
Unavailable Time is measured based on server-side error rates meaning any server-side error resulting in complete unavailability of the Service-based features provided through Customer’s applications and for which no workaround is known.
For the Trust Signals Service, Unavailable Time is measured solely by reference to the querying of Trust Signals.
1.6. Scheduled Maintenance means maintenance of which Futurae has given Customer reasonable prior notice, carried out during a maintenance window notified to Customer. Futurae will use reasonable efforts to minimise the frequency and duration of Scheduled Maintenance and to carry it out at times likely to cause least disruption.
1.7. Emergency Maintenance means maintenance which Futurae reasonably determines is necessary to preserve the security, integrity or availability of the Service, for which notice will be given as soon as reasonably practicable.
No Unavailable Time shall be deemed to have occurred with respect to any unavailability to the extent caused by the following circumstances:
- Scheduled Maintenance and Emergency Maintenance
- Failures or malfunctions in any Customer or third-party software, equipment or technology not within the control of Futurae.
- Force majeure events: any unavailability caused by, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, or delays involving hardware, software or power systems not within Futurae’s possession or reasonable control and network intrusions or denial of service attacks, or any other cause beyond the reasonable control of Futurae.
- Requests which do not reach the Service, including by reason outside Futurae’s control.
- Failures arising from Customer’s implementation, configuration or deployment of the Futurae SDK within Customer Applications.
1.8. Monthly Uptime Percentage (MUP) is calculated by the number of Total User Minutes minus Unavailable Time, divided by the Total User Minutes in a calendar month, and multiplied by 100:
MUP = ((“Total User Minutes in month” - “Unavailable Time”) / (“Total User Minutes in month”)) * 100
1.9. Service Credit is a discount (in percentage) and is calculated based on the monthly equivalent subscription fees for the affected Service for the relevant month, and will be applied to the Customer’s next invoice following Futurae’s acceptance of a valid claim submitted by Customer under clause 3. The Service Credit is calculated as follows:
| Monthly Uptime Percentage | Service Credit (% discount) |
|---|---|
| < 99.9% - ≥ 99.0% | 5% |
| < 99.0% - ≥ 95.0% | 10% |
| < 95.0% | 20% |
2. Uptime Target and Penalties
2.1. Provided that the Customer has not committed a material breach of the Agreement, including but not limited to its payment obligations, Futurae shall use commercially reasonable efforts to make its Service available 24 hours a day, 7 days a week, with an overall 99.9% monthly availability for the access to its Service.
2.2. Should Futurae fail to meet 99.9% Uptime Percentage of the Service for a month, and this downtime affected Customer’s ability to use the Service, Customer may continue to use the Service but is eligible for receiving Service Credits, calculated and applied as described above. No refunds or cash value will be provided. Service Credits may not be transferred or applied to any other account. The aggregate maximum number of Service Credits to be issued to a Customer for all Unavailable Time that occurs within a calendar month shall not exceed twenty (20) percent.
2.3. Service Credits shall be Customer’s sole and exclusive remedy for any failure by Futurae to meet the availability commitment set out in this SLA. Nothing in this SLA limits any liability which cannot be excluded or limited under applicable law.
2.4. The availability commitment in this SLA relates to the availability of the Service and not to the accuracy, completeness or content of any signal, score, classification or other output generated by the Service.
3. Reporting and Claims
3.1. To file a claim under this SLA, Customer must send an email to legal@futurae.com with the following details:
- Billing information, including company name, billing address, billing contact and billing contact phone number
- Any downtime information (if any) for the relevant period: (i) a description of the Incident; (i) information regarding the time and duration of downtime; (iii) affected Service names; (iv) the number of affected users; and v) a description of errors that occurred during the incident.
3.2. Upon receipt of Customer’s claim, Futurae will review the claim and any information submitted by Customer and will calculate the Monthly Uptime Percentage provided that Futurae has received all necessary information, which can reasonably be requested from Customer, to confirm if an SLA breach has occurred during the relevant period.
3.3. Claims may only be made on a calendar month basis and must be submitted within thirty (30) days after the end of the relevant month during which the breach of this SLA occurred, except for periods at the end of the Agreement that do not coincide with a calendar month, in which case Customer must make any claim within thirty (30) days after the end of its subscription agreement.
3.4. Failure to comply with the above requirements will forfeit Customer’s right to receive Service Credit.
3.5. All claims will be verified against applicable system records. Should any periods of downtime submitted by Customer be disputed, Futurae will provide to Customer a record of Service availability for the period in question. Futurae will only provide records of system availability in response to good faith Customer claims.
